Technical Advice

ESMA's final report on its technical advice to the Commission relating to the registration of a multilateral trading facility ("MTF") as an SME growth market (SME-GM) under the second Markets in Financial Instruments Directive ("MiFID II") and the Markets in Financial Instruments Regulation ("MiFIR") was published on 19 December 2014. This report substantially reflects ESMA's draft technical advice published on 22 May 2014, with the exception of the following changes:

  • SME-GMs'eligibility criteria (when ascertaining whether an SME-GM has at least 50% SME issuers, non-equity issuers can be considered SMEs if the total nominal value of the issuer's debt securities is below €200m or the issuer is an SME under Article 2(1)(f) of the Prospectus Directive);
  • Criteria for the admission to trading of issuer's financial instruments (there should not be more onerous obligations on issuers in an SME growth market than the obligations in regulated markets);
  • Admission document criteria (an admission document must clearly state whether it has been reviewed or approved, and by whom);
  • On-going periodic financial reporting (local financial reporting rules must be followed as a minimum when drafting annual reports and half-yearly financial statements);
  • Market Abuse Regulation ("MAR") compliance (only issuers on SME growth markets must comply with MAR, i.e., PDMRs should not be required to comply); and
  • Storage and dissemination of regulatory information (all regulatory information should be published on the SME-GM market operator's website, rather than that of the issuer).

A copy of the final report is available at:

http://www.esma.europa.eu/content/Technical-Advice-Commission-MiFID-II-and-MiFIR.

Consultation

ESMA also published a consultation paper on MiFID II and MiFIR on 19 December 2014. In this paper, ESMA put forward a set of draft technical standards relating to the ways in which financial instruments should be admitted to trading on regulated markets, soliciting general feedback on these draft standards.

The draft standards will require regulated markets to formulate a policy outlining steps they will use to verify that an issuer is compliant with its obligations under EU law and to publish this policy online. Furthermore, regulated markets will be required to make public information more accessible and state the ways in which they have done this on their website.

The deadline for responses to this consultation paper is 2 March 2015.

A copy of the consultation paper is available at:

http://www.esma.europa.eu.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.